SEC Filings

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or, at the election of the participant, will be converted to a deemed investment
consisting of shares of company stock (as defined in subsection 4.6). Shares of
company stock will be credited to a participant's SCA account on the terms set
forth in subsection 4.6, including a deemed purchase discount of 15%. Each
participant's election in accordance with the preceding must be made in writing
and filed with the company at the time prescribed by the administrator. A
participant's "compensation" for purposes of this subsection shall include such
items of remuneration as are determined by the administrator and, for the
calendar year which includes the effective date, a participant's compensation
will include amounts received from the company and from its predecessor.
3.2. SCA Account and Vesting. A "SCA account" will be maintained in
the name of each participant under the program, and each SCA account will be
credited as provided in subsection 3.1. SCA accounts will be reduced by amounts
applied toward options made available by the administrator, and SCA accounts
will be adjusted from time to time as provided in subsection 4.5. If for any
year a participant's SCA account is credited with shares of company stock in
accordance with subsection 3.1, shares of company stock will be credited by
taking into account a deemed purchase discount of 15 percent, as spec-
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